American Radio Empire, Inc – ‘8-K’ for 12/7/05

On:  Wednesday, 12/7/05, at 7:17pm ET   ·   As of:  12/8/05   ·   For:  12/7/05   ·   Accession #:  939802-5-921   ·   File #:  0-29147

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         3     16K 

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================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1933

DECEMBER 7, 2005
Date of Report (Date of earliest event reported)
----------------------------------------------------

 STONE FIELD MANAGEMENT CORP
(Exact name of registrant as specified in its charter)

 000-29147
(Commission File Number)

 WYOMING
(State or other jurisdiction of incorporation or organization)

86-0970014
(IRS Employer Identification Number)

 13210 KERRVILLE FOLKWAY
AUSTIN, TEXAS 78729-7522
 (Address of principal executive offices) (ZIP Code)

DAIN SCHULT, CEO
 STONE FIELD MANAGEMENT CORP
 13210 KERRVILLE FOLKWAY
AUSTIN, TEXAS 78729-7522
 (Name and address of agent for service)

(512) 249-9600
(Telephone number, including area code of agent for service)

FORMER ADDRESS
 2920 N. Swan Road Suite 206
Tucson, AZ 85712
 (Former name or former address, if changed since last
report.)

 FORMER PHONE NUMBER
(520) 977-9654

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):                      

         []       Written   communications   pursuant  to  Rule  425  under  the
Securities Act (17 CFR 230.425)             

         []       Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)                     

         []       Pre-commencement  communications  pursuant  to  Rule  14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))

         []       Pre-commencement  communications  pursuant  to  Rule  13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))

                 -------------------------------------------------------------

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ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS;  ELECTION OF DIRECTORS;
APPOINTMENT  OF  PRINCIPAL  OFFICERS.  On December 7, 2005,  at a Meeting of the
Board of Directors,  pursuant to authority  under Section 4 of the bylaws of the
Company, Daniel Hodges, the President and Director, submitted his resignation as
President  and  Director  for  personal   reasons.   There  was  no  dispute  or
disagreement with the Company or its Board of Directors.  The Board of Directors
accepted  his  resignation  for  both  positions  and,  pursuant  to  authority,
appointed  Dain  Schult  to serve as Chief  Executive  Officer,  Treasurer,  and
Director.  Mr. Schult was elected as Chief  Executive  Officer,  Treasurer,  and
Director  and  Mr.  Schult  has  accepted  all  appointments.  His  biographical
information is:                                                                 

         Dain Schult - Chairman,  President/CEO: Mr. Dain Schult has served as a
         Director,  Chairman, President and Chief Executive Officer of ARE since
         its formation in 1998. He also serves currently as our Treasurer. Prior
         to the  formation  of ARE,  Mr.  Schult was  founder and  president  of
         Radioactivity,   Inc.  (March   1977-September  1996),  a  full-service
         broadcast  consulting firm in which he personally served over 150 radio
         stations  across the USA.  Prior to forming  Radioactivity,  Inc.,  Mr.
         Schult  held  various  positions  at  numerous  radio  stations  in the
         Southeast.  His management experience includes serving as President and
         Chief Executive  Officer for Texrock Radio,  Inc.  (March  1995-October
         1998), Chairman and CEO for American Communications  Enterprises,  Inc.
         (December  1998-September  2000) and COO of Sunbelt  Radio Group,  Inc.
         (September  1989-May 1991). From September 2000 until the present,  Mr.
         Schult has  devoted  the bulk of his time to company  business.  During
         that time, he has occasionally  provided broadcast  consulting services
         to third parties,  and he wrote "Nashville,  Chattanooga & St. Louis: A
         History  of the Dixie  Line",  which was  published  in 2003 as well as
         "Roll Away The Stone"- a motivational book which was published in 2005.
         Mr.  Schult  holds an Associate  of Science  degree from Georgia  State
      University, Atlanta, Georgia, in Commercial Music/ Recording (1977).

On  December  7,  2005,  at a Meeting  of the Board of  Directors,  pursuant  to
authority  under Section 4 of the bylaws of the Company,  the Board of Directors
elected  Sherry  Schult to fill a vacancy  as an  officer  and  director  of the
Company.  Ms.  Schult was elected as a Secretary and Director and Ms. Schult has
accepted both appointments. Her biographical information is:                    

         Sherry Schult - Secretary: Ms. Schult has served as ARE's secretary and
         as a Director  since its formation in 1998.  Since 1988, Ms. Schult has
         owned and operated the TYFG  Company,  which  manufactures  and markets
motivational dolls.                                           

On  December  7,  2005,  at a Meeting  of the Board of  Directors,  pursuant  to
authority  under Section 4 of the bylaws of the Company,  the Board of Directors
elected  Herb Neu to fill a vacancy  on the  Board.  Mr.  Neu was  elected  as a
director and Mr. Neu has accepted this appointment. His biographical information
is:                                                                             

         Herb Neu - Chief  Operating  Officer - Southeastern  Division:  Mr. Neu
         serves currently as our COO - Southeastern Division. He has served as a
         manager  of  several   different  radio  station  groups,  as  well  as
         VP/Midwest Sales Manager for ABC FM Radio Network Spot Sales (September
         1969-January  1971),  General  Manager  of  Programming  and  Marketing
         Operations of CNN Radio Network (March  1982-November  1986),  VP/Sales
         for Impact Resources Research  (1988-1992) and  President/Publisher  of
         OTC Publishing  (1994-Present).  In his over 40 years in media, he also
         has  extensive  knowledge  and  experience in dealing with national and
         regional  advertising,  successfully  working with advertising agencies
and media buyers across the country.                          

On  December  7,  2005,  at a Meeting  of the Board of  Directors,  pursuant  to
authority  under Section 4 of the bylaws of the Company,  the Board of Directors
elected  Harry H.  Hedges  III to fill a vacancy on the  Board.  Mr.  Hedges was
elected  as a  director  and Mr.  Hedges  has  accepted  this  appointment.  His
biographical information is:                                                    

         Harry H. Hedges, III - Chief Operating Officer - Southwestern Division:
         As COO of our Southwestern Division, Mr. Hedges brings over 30 years of
         experience  in  the  radio  broadcasting   industry.   Prior  to  ARE's
         formation,  Mr. Hedges was Senior  Vice-President/Regional  Manager for
         TexRock Radio, Inc. (October  1997-October  1999).  Since October 1999,
         Mr. Hedges has split his professional time between providing  broadcast
         consulting services and providing contractor services.  Additionally he
         served  as  an  associate  consultant  with  Radioactivity,  Inc.  (May
         1992-October  1997),  and  founded  Hedges  and  Associates   (February
         1990-August  1996), a sales and marketing company to market Western and

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         Southwestern  clothing and  accessories.  Previously,  Mr.  Hedges held
         various  general  manager,   sales  and  promotion   manager,   account
         executive,  and news reporter/copy writer positions at several stations
in the Houston, Texas area.                                   

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.                                   
(a) Financial Statements of Business Acquired                             

None.                                                             

(b) Pro Forma Financial Statements                                        

None                                                              

(c) Exhibits                                                              

None                                                              

--------------------------------------------------------------------------------

                                    SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this  report  has been  signed  below by the  following  person on behalf of the
Registrant and in the capacity thereunto duly authorized,  in Austin,  Texas, on
the December 7, 2005.                                                           
         STONE FIELD MANAGEMENT CORP

By:   /s/         
                                     -------------------------------------------
                              Dain Schult, Chief Executive Officer

--------------------------------------------------------------------------------

                                   EXHIBIT INDEX

EXHIBITS                                                      
None.                     

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